Preamble: This Agreement governs the relationship between You (hereinafter: Licensee) and Yugensoft (hereinafter: Licensor). This Agreement sets the terms, rights, restrictions and obligations on using any Software Product (hereinafter: The Software) created and owned by Licensor, as detailed herein. By using, accessing, or downloading The Software, you agree to this Agreement.
License Grant: Licensor hereby grants Licensee a Personal, Non-assignable & non-transferable, Perpetual, Commercial, Royalty free, Without the rights to create derivative works, Non-exclusive license, all with accordance with the terms set forth and other legal restrictions set forth in 3rd party software used while running The Software.
Limited: Licensee may use The Software for the purpose of:
Running a single instance of The Software on Licensee’s Website or Server;
Allowing 3rd Parties to run Software on Licensee’s Website or Server;
Publishing The Software’s output to Licensee and 3rd Parties;
Distribute verbatim copies of The Software’s output (including compiled binaries);
Modify The Software to suit Licensee’s needs and specifications.
This license is granted perpetually, as long as you do not materially breach it.
Non Assignable & Non-Transferable: Licensee may not assign or transfer his rights and duties under this license.
Commercial, Royalty Free: Licensee may use The Software for any purpose, including paid-services, without any royalties.
Term & Termination: The Term of this license shall be until terminated. Licensor may terminate this Agreement, including Licensee’s license in the case where Licensee :
became insolvent or otherwise entered into any liquidation process; or
exported The Software to any jurisdiction where Licensor may not enforce his rights under this agreement in; or
Licensee was in breach of any of this license's terms and conditions and such breach was not cured, immediately upon notification; or
Licensee in breach of any of the terms of clause 2 to this license; or
Licensee otherwise entered into any arrangement which caused Licensor to be unable to enforce his rights under this License.
Payment: In consideration of the License granted under clause 2, Licensee shall pay Licensor a fee, via Credit-Card, PayPal or any other mean which Licensor may deem adequate. Failure to perform payment shall construe as material breach of this Agreement.
Upgrades, Updates and Fixes: Licensor may provide Licensee, from time to time, with Upgrades, Updates or Fixes, as detailed herein and according to his sole discretion. Licensee hereby warrants to keep The Software up-to-date and install all relevant updates and fixes provided and available to them, and may, at his sole discretion, purchase upgrades or license renewals, according to the rates set by Licensor. Licensor shall provide any Update or Fix free of charge within the Licensee's current license renewal period (also known as the updates duration period); however, nothing in this Agreement shall require Licensor to provide Updates or Fixes.
Upgrades: for the purpose of this license, an Upgrade shall be a material amendment in The Software, which contains new features and or major performance improvements and shall be marked as a new version number. For example, should Licensee purchase The Software under version 1.X.X, an upgrade shall commence under number 2.0.0.
Updates: for the purpose of this license, an update shall be a minor amendment in The Software, which may contain new features or minor improvements and shall be marked as a new sub-version number. For example, should Licensee purchase The Software under version 1.1.X, an upgrade shall commence under number 1.2.0.
Fix: for the purpose of this license, a fix shall be a minor amendment in The Software, intended to remove bugs or alter minor features which impair the The Software's functionality. A fix shall be marked as a new sub-sub-version number. For example, should Licensee purchase The Software under version 1.1.1, an upgrade shall commence under number 1.1.2.
Support: The Software is provided under an AS-IS basis and without any support, updates or maintenance. Nothing in this Agreement shall require Licensor to provide Licensee with support or fixes to any bug, failure, mis-performance or other defect in The Software.
Bug Notification: Licensee may provide Licensor of details regarding any bug, defect or failure in The Software promptly and with no delay from such event; Licensee shall comply with Licensor's request for information regarding bugs, defects or failures and furnish him with information, screenshots and try to reproduce such bugs, defects or failures.
Feature Request: Licensee may request additional features in The Software, provided, however, that (i) Licensee shall waive any claim or right in such feature should feature be developed by Licensor; (ii) Licensee shall be prohibited from developing the feature, or disclose such feature request, or feature, to any 3rd party directly competing with Licensor or any 3rd party which may be, following the development of such feature, in direct competition with Licensor; (iii) Licensee warrants that feature does not infringe any 3rd party patent, trademark, trade-secret or any other intellectual property right; and (iv) Licensee developed, envisioned or created the feature solely by himself.
No-Warranty: THE SOFTWARE IS PROVIDED “AS IS,” AND LICENSOR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY, OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW. LICENSOR SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF LICENSOR. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, FUNCTIONALITY, AVAILABILITY, ACCURACY, OR COMPLETENESS OF THE SOFTWARE OR ANY CONTENT THEREIN OR GENERATED THEREWITH, OR THAT: (A) THE USE OF THE SOFTWARE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE; (B) THE SOFTWARE WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; (C) THE SOFTWARE (OR ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SOFTWARE) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS); (D) ANY STORED DATA WILL BE ACCURATE OR RELIABLE OR THAT ANY STORED DATA WILL NOT BE LOST OR CORRUPTED; (E) ERRORS OR DEFECTS WILL BE CORRECTED; OR (F) THE SOFTWARE (OR ANY SERVER(S) THAT MAKE A HOSTED SERVICE AVAILABLE) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Prior Inspection: Licensee hereby states that he inspected The Software thoroughly and found it satisfactory and adequate to his needs, that it does not interfere with his regular operation and that it does meet the standards and scope of his computer systems and architecture. Licensee found that The Software interacts with his development, website and server environment and that it does not infringe any of End User License Agreement of any software Licensee may use in performing his services. Licensee hereby waives any claims regarding The Software's incompatibility, performance, results and features, and warrants that he inspected the The Software.
No Refunds: Licensee warrants that he inspected The Software according to clause 7.2 and that it is adequate to his needs. Accordingly, as The Software is intangible goods, Licensee shall not be, ever, entitled to any refund, rebate, compensation or restitution for any reason whatsoever, even if The Software contains material flaws.
Limitation of Liability: NEITHER PARTY (NOR ITS SUPPLIERS) SHALL BE LIABLE FOR ANY
LOSS OF USE, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS,
INTERRUPTION OF BUSINESS, COSTS OF DELAY OR ANY INDIRECT, SPECIAL,
INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING
LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT,
TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF
INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. NEITHER
PARTY’S AGGREGATE LIABILITY TO THE OTHER SHALL EXCEED THE AMOUNT
ACTUALLY PAID BY YOU TO US (LICENSOR) FOR PRODUCTS AND SUPPORT
AND MAINTENANCE IN THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM.
THIS SECTION (LIMITATION OF LIABILITY) SHALL NOT APPLY TO (1) AMOUNTS
OWED BY YOU UNDER ANY ORDERS, (2) EITHER PARTY’S EXPRESS
INDEMNIFICATION OBLIGATIONS IN THIS AGREEMENT, OR
(3) YOUR BREACH OF SECTION 2 (LICENSE GRANT).
The parties agree that the limitations specified in this Section (Limitation of Liability) will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
Indemnification: Licensee hereby warrants to hold Licensor harmless and indemnify Licensor for any lawsuit brought against it in regards to Licensee’s use of The Software in means that violate, breach or otherwise circumvent this license, Licensor's intellectual property rights or Licensor's title in The Software. Licensor shall promptly notify Licensee in case of such legal action and request Licensee’s consent prior to any settlement in relation to such lawsuit or claim.
Governing Law, Jurisdiction: This Agreement will be governed by and construed in accordance with the applicable laws of Licensor's City and State of residence, without giving effect to the principles of that State relating to conflicts of laws. Each party irrevocably agrees that any legal action, suit or proceeding must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, that State, and each party irrevocably submits to the sole and exclusive personal jurisdiction of the courts in that City and State, generally and unconditionally, with respect to any action, suit or proceeding brought by it or against it by the other party. Notwithstanding the foregoing, Licensor may bring a claim for equitable relief in any court with proper jurisdiction. Licensee also hereby agrees not to initiate class-action lawsuits against Licensor in relation to this license and to compensate Licensor for any legal fees, cost or attorney fees should any claim brought by Licensee against Licensor be denied, in part or in full.
General Provisions: If any provision of this agreement shall be found unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.